The BIG problem with the Ultimatrix
by For You Blue
Summary: Ben Tennyson is used to unusual happenings because of the alien-devices he's worn on his left wrist for years. But when a very strange Ultimatrix problem strikes him he has to put it on hold in order to save an entire alien monarchy.Ben KevinxGwen & more


**Summary**:

Set a few weeks prior to Ben 10: Ultimate Alien Season 1

Ben Tennyson is used to odd things happening because of the alien-devices he's worn on his left wrist. (Like becoming a "Mommy" or being possessed by psychopathic aliens from the database.) But this time, after saving his new English teacher from a rogue Petrosapian attack, Ben's new Ultimatrix isn't causing him to unwillingly transform into an alien form...its changing Ben himself!

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><p><em><strong>Disclaimer<strong>_: Man Of Action owns all, I'm just having a bit of a play around with some familiar characters. (And a nod to the movie BIG..)

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><p><strong>The BIG problem with the Ultimatrix...<strong>

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><p><strong>B<strong>_en_!" A delicate, feminine voice hissed in the sleeping, skinny teenage boy's right ear. "_Ben_!"

The was a loud snore, followed by an equally loud snort and the brown haired boy fell forward from his previous slumped position on his desk chair, and proceeded to collapse onto his school desk, hugging the edges of the wooden desk in his sleep. "Not now Sandra, five more minutes and then I promise I'll clean up Sumo's poop..."

The owner of the delicate, feminine voice got up from her desk, on the left of the snoring boy and shook his shoulders as the rest of the class giggled. "Ben," the slender, Japanese-American girl insisted. "I hate to tell you this, but your dog isn't here to poop anywhere and I'm _not_ your Mom!"

One very green eye opened up lazily, and sixteen-year-old Ben Tennyson eyed his dark haired sort-of-girlfriend with a grim, exhausted expression. "Julie?" He questioned with a loud yawn, blinking and then opening both his eyes. "We're at school, right?" He questioned, stretching his skinny arms over his head.

Julie laughed and pushed back some hair from Ben's forehead. "That's exactly right, Ben. English class, final period." She sat back down at her chair as Ben composed himself and yawned again. "Out late fighting to save the world again?" She whispered in a low voice.

Tennyson shook his head and straightened his green jacket, emblazoned with an embroidered number ten patch on the left breast. "No actually, been as quiet as a tomb these past few weeks. I've just been really tired lately," he shook his head again and tugged on his jacket. "Aww man, I just bought this thing a few months ago and it's already getting tight."

Julie chuckled and poked Ben's arm with a pencil, "That's probably why you've been so tired lately, you're probably suffering from growing pains," she pointed out knowingly, cocking her head to the side. "You do look taller. I just thought it was because of the responsibility of the new 'watch.' "

Ben scratched the back of his neck, "You're probably right," he rolled his green eyes. "Then again you're nearly _always_ right."

The Japanese-American girl folded her arms over her pink, short hooded jacket. "And you just remember that, Benjamin Tennyson," Julie flashed her small, white smile.

Ben grinned in response, about to reach over to grab Julie's hand, when there was a call out from one of the students on the other side of the room.

"Hey! Principal Yardley's out in the hall talking to some über babe! I think she's our new teach!" Cash called out, he and J.T were plastered against the door to the classroom and looking out of the glass panel. Immediately the rest of the class rushed over to door to try and catch a glimpse of their new English teacher.

Ben rolled his eyes and motioned to Julie, they walked over to the high windows on the side of the classroom, (overlooking the hallway.) And Ben climbed up on-top of the bookshelf, before offering his hand to Julie, and hoisting up the slender teenage girl.

Looking down, Ben let out a small whistle and was quickly rewarded with a jab in the stomach by Julie's pointy elbow. Even from behind, this apparent replacement teacher looked like she was a far cry from old, short-tempered Mrs Marlock (and her permanent expression as if always sucking on a lemon.)

The young woman was curvy and not very tall, wearing high, tan coloured stilettos to give herself extra height. Her aforementioned curvy form was encased in a fitted, cream pencil skirt over a white, short sleeved blouse; and her hair was light-brown, pinned back in a braided bun.

Ben didn't get a good look at the woman's face, as Principal Yardley stepped in front of the young woman in order to lead her into the classroom.

The wielder of the Ultimatrix turned and jumped down, before grabbing Julie around the waist and helping her down, they then joined in the rest of the scattered class in lunging for their seats; and pretending to look nonchalant as the door swung open.

Principal Yardley stepped inside, his dark, bearded features looking mildly amused at the class' attempt to look surprise at his entrance. "Good morning class. I assume you've already ascertained from your ogling out of the door, that your new English teacher has arrived. Miss Valiant?" He called outside the door.

There was a clicking of heels and the curvy, brown haired young teacher stepped inside; clutching a load of textbooks and exercise books in her right arm, (resting against her hip.) Miss Valiant's peach-coloured lips parted in a wide smile and her dark brown eyes twinkled from behind thick, black rim glasses.

Ben was slightly taken back, (as were the majority of the male members of the class,) by this new kind of English teacher, who only looked about ten or so years older than themselves.

"Good morning class," Miss Valiant spoke with a soft, Southern-American accent as she placed her books down on the desk and walked over to the blackboard, picking up a piece of white chalk in her slender fingers. "Like Principal Yardley mentioned, I'm Miss Valiant," the young woman swirled her name on the blackboard deftly.

Julie nudged the stunned looking Ben, and Tennyson gave his unimpressed looking 'sort-of-girlfriend' a bemused shrug of his shoulders; before turning back to where Miss Valiant had put down the chalk and was rubbing the dust off of her fingers.

"Well, let's get the rest of you introduced. I'll be fine, Principal Yardley," Miss Valiant dismissed the Principal, who nodded, (almost looking as bemused as the rest of the male members of the class over the pretty, young teacher,) and looked firmly over at the teenagers. Mentally ordering them to behave themselves.

As soon as Principal Yardley removed himself and shut the door behind him, Miss Valiant moved around to the front of her desk, and sat on the edge of it, crossing her legs; she picked up the class list and began to call out names, ticking as she went along.

Ben was just about completely focused on those crossed legs of Miss Valiant, that he almost didn't hear his name being called out.

"Tennyson, Ben," the new English teacher called out. When there was no reply, she lifted up her brown eyes and scanned the room. "Ben Tennyson?"

Julie rolled her eyes and poked Ben hard with a pencil. The teenage hero nearly fell off his chair, and instead leapt to his feet, facing the raised eyebrow of his new English teacher.

"Ah...yes, that's me, ma'am...I mean, Miss Valiant," Ben stammered, a blush creeping across his features., "and I'd just like to offer, on behalf of the rest of the class, a warm welcome to our school," Ben's attempt to improvise just caused a roar of laughter to spread across the room.

Miss Valiant's peach-coloured lips kinked up into a small smile, "Thank-you Mr Tennyson, you can sit down now. I'm not the flag, I don't need an allegiance pledge." She pointed at Ben's desk, and Tennyson blushed further as he slumped back down into his chair.

"Yes, ma'am."

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The rest of the class was spent introducing the new topics they'd be studying, and Ben trying to crawl further into his too-small jacket to avoid the sniggering from the rest of his classmates.

At last the bell rang, and Ben made sure, after gathering up all his books, he was the first out of the door before Miss Valiant had even said one word of dismissal. Rushing to his locker, the teenage hero dialled in his combination and slammed his books into his backpack.

Looking around and not spotting Julie, Ben ran as fast as he could across the school yard, to get to the student car-park and his new car, the _DX Mark 10_. (A reluctant birthday present from his best friend, and former enemy, Kevin Levin.)

Unlocking the door of the heavily modified, black car with green detailing, Ben all but dove into the seat and slammed the door shut.

"Stupid, stupid Tennyson," Ben thumped his head on the steering wheel. "And right in front of Julie too. Aww man, why can't I ever make a good first impression on _anyone_..? Forget the first time, I can never make a good impression the second or third time either!"

There was a tapping on the window and Ben let out a small yelp of surprise, causing his seat to go slamming back and the teenager struggled back up into a seated position. He blushed when he saw who was at his window.

It was Miss Valiant, who was trying too hard to keep back a chuckle as Ben pulled back up his seat and flicked the switch to lower the driver-side window.

"I'm sorry I startled you, Mr Tennyson," the young English teacher held out some papers. "You forgot your homework on your desk," she revealed, closing back up her folio as Ben gathered up his homework with a sheepish grin.

"Ah, yeah. Thank-you Miss Valiant," Ben thanked, placing the papers in his open, green backpack on the passenger seat. Turning back, he noticed the young woman eying off the _DX_ with what looked like an admiring gaze.

"She's a Mazda RX-8 under the awesome mods, right?" Miss Valiant stepped around to the front of the vehicle and brushed her hand over the hood. Ben opened up the driver side door and sided up to his English teacher.

"Yeah, my friend does car...detailing for a living. She was a late birthday present," Ben revealed, watching the teacher walk back to the driver-side door and motion.

"Do you mind if I pop her hood and take a gander?"

Ben shook his head, (Kevin had made sure all the 'extras' as he put them, were well hidden,) surprised as the petite woman pressed the button and walked back over to lift up the hood, letting out a small whistle as she looked over the engine.

"Wow, your friend's not kidding around, is he?" Miss Valiant commented. "My Dad and brother would go to pieces over work like this. My last couple of boyfriends would have had a fit!"

Tennyson grinned. "Yeah, Kevin's pretty good at what he does. You're interested in cars, Miss Valiant?" He questioned.

The English teacher looked over her shoulder and grinned as she closed the hood. "You might say that it runs in my blood. My father was Formula One world champion eleven times; and my brother's racing the Indy car circuits at the moment," Miss Valiant revealed.

Ben started to piece together the information, "You're...you're not _Michel Valiant's_ daughter, are you? And that would also make you Gene Valiant's sister, right?" The Ultimatrix wielder exclaimed in disbelief.

Miss Valiant's eyes twinkled, "Yes and yes, Mr Tennyson," she replied, thumbing over to the teachers car-park. "You've showed off your ride, care to check out what a little ol' English teacher like me handles?"

Ben nodded and followed the slender young woman across, still in amazement that _Michel Valiant_'s daughter was his English teacher, and seemed to know just as much about cars as Kevin did..._well obviously, Tennyson, look who her father is_!

To further add to Ben's suspicions, his jaw dropped open at the car Miss Valiant stopped at and rested her hand upon the hood of.

It was a classic Mustang convertible, cherry-red and shinning with almost an inner glow.

"Oh wow!"

Miss Valiant chuckled, "Diana like's an admiring 'wow,' every so often. She's a '67, fully restored and reupholstered in cream leather. I spent four years during college working on her with my Dad," she suddenly turned serious. "I wanted to talk to you about something else, Mr Tennyson."

Ben looked cautious, "Oh err...what, Miss Valiant?"

The English teacher chuckled., "No need to look like a deer caught in the head-lights, honey." Miss Valiant folded her arms across her chest and leant against her Mustang. "You're falling behind in your English work, I believe you need some outside tutoring."

Tennyson rubbed his eyes, "Um...yeah. But my gir—err, my friend, Julie. She's been tutoring me and—"

"There has been a slight improvement in your work over the past few months, I agree." Miss Valiant interrupted gently. "Miss Yamamoto has done a good job, but you need a professional; and Miss Yamamoto can't afford to fall behind herself."

Ben looked chagrined and glanced down at his runners, "Yeah, I guess so." He agreed grudgingly, looking up from his shoes to see Miss Valiant pull a piece of paper from her folio, and grab a black pen that was clipped to the side.

"I won't burden your parents with finding an English tutor this late in the year," the English teacher said mildly, twisting her pen open and writing something down on the piece of paper. "I'm happy to tutor you over the phone every Thursday night, and you can visit my office after school if you're having trouble with anything."

Miss Valiant finished writing and folded over the paper, handing it over to Ben. "You have a great talent for writing Mr Tennyson. I've read some of your submitted stories, you have a real gift for fantasy and science-fiction. I don't want to see you waste it by getting a bad mark in English," she was suddenly all professional again, and Ben flushed.

"Oh, no, Miss Valiant, thank-you," Tennyson pocketed the paper and inclined his head, "I've gotta get home. I promised to help my Grandfather with his work."

The young woman nodded in response, "No problem. Good-bye, Ben," the English teacher farewelled and walked away from her convertible, back towards the High School.

Ben spared a glance over his shoulder at Miss Valiant's swaying form, almost tripping over his own feet as he made his way back to the student car-park.

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><p><strong>I know it's a slow start but...well? Hate, love, problems or anything else, shoot them to me. I've got the next chapter almost ready to go and a bazillion other stories on here to attend to in the meantime. I hope you enjoyed and don't forget to review.<strong>


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